UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~December~~January 511, ~~2023~~2024

ALTITUDE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-39772	8587-~~2533565~~1178222
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS. Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

400 Perimeter Center Terrace Suite 151

Atlanta, Georgia 30346

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 1 (800) 950-2950

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Trading Symbol~~TradingSymbol(s)	Name of each ~~exchange~~exchangeon on which registered
Units, each consisting of one share of Class A common stock, par value $0.0001, and one-half of one redeemable warrant	ALTUU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001	ALTU	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	ALTUW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1 8.01. ~~Entry~~Other ~~into~~Events ~~a Material Definitive Agreement~~

On ~~December 5~~January 11, ~~2023~~2024, inAltitude ~~connection~~Acquisition ~~with~~Corp. ~~the special meeting~~ (“~~Special Meeting~~Altitude”) ofissued ~~stockholders~~a ofpress ~~Altitude~~release ~~Acquisition~~announcing ~~Corp.~~that its board of directors (the “~~Company~~Board”) has elected to ~~approve~~extend the ~~Extension~~date ~~Amendment~~by ~~described~~which inAltitude ~~more~~has ~~detail~~to inconsummate ~~Item 5.07~~a ~~below,~~business combination (the ~~Company~~“Deadline ~~and~~Date”) ~~Altitude~~from ~~Acquisition~~January 11, ~~Holdco~~2024 ~~LLC,~~for ~~the~~an ~~Company’s~~additional ~~sponsor~~month ~~(the~~to ~~“Sponsor”)~~February 11, ~~entered~~2024, ~~into~~the asecond ~~non-redemption~~of ~~agreement~~three ~~(the~~potential ~~“Non~~one-~~Redemption~~month ~~Agreement”)~~extensions ~~with one~~ of the ~~Company’s~~Deadline ~~existing~~Date ~~stockholders~~available ~~(the~~to ~~“Non-Redeeming~~Altitude, ~~Stockholder”)~~to ~~holding~~allow anadditional ~~aggregate~~time offor ~~371,384~~Altitude ~~shares~~to ~~(the~~complete ~~“Non-Redemption~~its ~~Shares”)~~previously ofannounced ~~Class~~proposed Abusiness ~~common~~combination ~~stock~~with ofPicard ~~the~~Medical, ~~Company~~Inc. (“Picard”).

~~Pursuant~~A tocopy ~~the~~of ~~Non-Redemption Agreement,~~ the ~~Non-Redeeming~~press ~~Stockholder~~release ~~agreed~~is toattached ~~(a)~~as ~~not~~Exhibit ~~redeem~~99.1 ~~the~~to ~~Non-Redemption~~this ~~Shares~~Current atReport ~~the~~on ~~Special~~Form ~~Meeting~~8-K and ~~(b)~~is ~~vote~~incorporated ~~all of the Non-Redemption Shares in favor of the proposals brought~~ by ~~the~~reference ~~Company at the Special Meeting~~herein.

InImportant ~~exchange~~Information ~~for~~About ~~these commitments from~~ the ~~Non-Redeeming~~Mergers Stockholder, the Sponsor agreed to forfeit at the closing of the Company’s initial business combination an aggregate of 3,713 shares of Class A common stock held by it for each month of the Extension (as defined below), up to a maximum of 11,139 shares (the “Forfeited Shares”), and ~~the~~Where ~~Company agreed~~ to ~~issue~~Find toIt the Non-Redeeming Stockholder a number of newly-issued shares equal to the Forfeited Shares, in each case provided that the Non-Redeeming Stockholder did not exercise its redemption rights with respect to the Non-Redemption Shares in connection with the Special Meeting and that the Extension Amendment was approved by the Company’s stockholders.

~~The~~In ~~Non-Redemption~~connection ~~Agreement~~with ~~increased~~the proposed business combination, Altitude has filed a preliminary proxy statement and intends to file a definitive proxy statement with the ~~amount~~Securities ofand ~~funds~~Exchange ~~that~~Commission ~~remain~~(“SEC”). inAltitude urges its investors, shareholders and other interested persons to read the ~~Company’s~~preliminary ~~trust~~proxy ~~account~~statement, ~~following~~any amendments thereto, the ~~Special~~definitive ~~Meeting~~proxy statement, ~~relative~~when toavailable as well as other documents filed with the ~~amount~~SEC because these documents will contain important information about Altitude, Picard and the business combination. When available, the definitive proxy statement will be mailed to shareholders of ~~funds~~Altitude ~~remaining~~as inof a record date to be established for voting on the ~~trust~~proposed ~~account~~business ~~had~~combination. Once available, shareholders will also be able to obtain a copy of the ~~Non-Redemption~~definitive ~~Agreement~~proxy ~~not~~statement ~~been~~and ~~entered~~other ~~into~~documents filed with the SEC without charge, by directing a request to: Altitude Acquisition Corp., 400 Perimeter Center Terrace, Suite 151, Atlanta Georgia 30346. The preliminary and definitive proxy statement, once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).

~~The~~Participants ~~foregoing description of the Non-Redemption Agreement does not purport to be complete and is qualified~~ in ~~its entirety by~~ the ~~terms~~Solicitation ~~and conditions of the Non-Redemption Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.~~

~~Item~~Altitude 3and Picard and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the proposed business combination described in this report under the rules of the SEC.~~01.~~ ~~Notice~~Information about the directors and executive officers of ~~Delisting~~Altitude is set forth in Altitude’s annual report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 23, 2023, and is available free of charge at the SEC’s website at www.sec.gov or ~~Failure~~by directing a request to: ~~Satisfy~~Altitude aAcquisition ~~Continued~~Corp., ~~Listing~~400 ~~Rule~~Perimeter orCenter ~~Standard;~~Terrace, ~~Transfer~~Suite 151, Atlanta Georgia 30346. Information regarding the persons who may, under the rules of ~~Listing~~the SEC, be deemed participants in the solicitation of Altitude stockholders in connection with the proposed business combination will be set forth in the proxy statement for the proposed business combination when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

On December 11, 2023, the Company received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s securities (shares, warrants, and rights) would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on December 20, 2023, due to the Company’s nonForward-~~compliance~~Looking ~~with~~Statements Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. The Company intends to timely request a hearing before the Panel to request additional time to complete a business combination. If timely filed, the hearing request will result in a stay of any suspension or delisting action pending the hearing.

~~Item~~Certain 5statements included in this Current Report on Form 8-K that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995.03 Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “project,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. ~~Amendments~~These forward-looking statements include, but are not limited to, ~~Articles~~statements regarding estimates and forecasts of ~~Incorporation~~financial and performance metrics and projections of market opportunity, Altitude’s and Picard’s expectations with respect to future performance and anticipated financial impacts of the business combination, the satisfaction of the closing conditions to the business combination and the timing of the completion of the business combination. These statements are based on various assumptions, whether or ~~Bylaws;~~not ~~Change~~identified in ~~Fiscal~~this ~~Year~~Current Report on or the exhibits hereto, and on the current expectations of the respective management of Altitude and Picard and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Altitude and Picard. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely consummate the proposed business combination, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination or that the approval of the stockholders of Altitude or Picard is not obtained; failure to realize the anticipated benefits of the

~~The~~ proposed business combination; risks relating to the uncertainty of the projected financial information ~~included~~with respect to Picard; risks related to the performance of Picard’s business; the development, effects and enforcement of laws and regulations; Picard’s ability to manage future growth; Picard’s ability to develop new products and solutions, bring them to market in ~~Item~~a 5timely manner, and make enhancements to its platform; the effects of competition on Picard’s business; the amount of redemption requests made by Altitude’s stockholders; the ability of Altitude or Picard to obtain financing in connection with the business combination or in the future; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; and those factors discussed in the preliminary proxy statement under the heading “Risk Factors,” and other documents Altitude has filed, or will file, with the SEC.07 isIf ~~incorporated~~any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by ~~reference~~these forward-looking statements. There may be additional risks that neither Altitude nor Picard presently know, or that Altitude or Picard currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Altitude’s and Picard’s expectations, plans, or forecasts of future events and views as of the date of this ~~item~~Current Report and the exhibits hereto. Altitude and Picard anticipate that subsequent events and developments will cause Altitude’s and Picard’s assessments to change. However, while Altitude and Picard may elect to update these forward-looking statements at some point in the ~~extent~~future, ~~required~~Altitude and Picard specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Altitude’s and Picard’s assessments as of any date subsequent to the date of this Current Report. Accordingly, undue reliance should not be placed upon the forward-looking statements.

~~Item~~No ~~5.07.~~Offer ~~Submission~~or ofSolicitation ~~Matters to a Vote of Security Holders.~~

OnThis ~~December 6,~~Current ~~2023,~~Report ~~the~~is ~~Company~~not ~~held~~a ~~the~~proxy ~~Special~~statement ~~Meeting.~~or Atsolicitation ~~the~~of ~~Special~~a ~~Meeting~~proxy, ~~the~~consent ~~Company’s~~or ~~stockholders~~authorization ~~voted~~with onrespect ato ~~proposal~~any tosecurities ~~amend~~or in respect of the ~~Company’s~~proposed ~~Amended~~business combination and ~~Restated~~shall ~~Certificate~~not constitute an offer to sell or a solicitation of ~~Incorporation~~an offer to ~~extend~~buy ~~(the~~any ~~“Extension”)~~securities, ~~the~~nor ~~date~~shall bythere ~~which~~be ~~the~~any ~~Company~~sale ~~must~~of ~~consummate~~securities ain ~~business~~any ~~combination~~state ~~from~~or ~~December 11~~jurisdiction in which such offer, ~~2023~~solicitation, ~~monthly~~or upsale would be unlawful prior to ~~three~~registration ~~times~~or ~~for~~qualification anunder ~~additional~~the ~~one~~securities ~~month~~laws ~~each~~of ~~time,~~any upsuch tostate ~~March 11,~~or ~~2024~~jurisdiction. (No offer of securities shall be made except by means of a prospectus meeting the ~~“Extension~~requirements ~~Amendment”)~~of the Securities Act.

~~The~~Item 9.01 ~~following~~Financial isStatements aand ~~tabulation~~Exhibits. ~~of the votes with respect to the Extension Amendment, which was approved by the Company’s stockholders:~~

For		Against		Abstain
7,608,895		47,892		30

(d) Exhibits

In connection with the Special Meeting, stockholders holding an aggregate of 359,190 shares of the Company’s Class A common stock exercised their right to redeem their shares for approximately $10.30 per share of the funds held in the Company’s trust account, for an aggregate of approximately $3.7 million, leaving approximately $10.1 million in cash in the trust account after satisfaction of such redemptions.


Exhibit Number		Description

99.1		Press Release, issued January 11, 2024.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

InSIGNATURE ~~addition, on December 7, 2023, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware. A copy of the Charter Amendment is attached hereto as Exhibit 3.1.~~

Forward Looking Statements

Certain information contained in this report consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that the Company will request a hearing from the Panel, or that Nasdaq will grant the Company any relief from delisting as necessary. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibits
3.1		Amendment to the Registrant’s Amended and Restated Certificate of Incorporation.
10.1		Non-Redemption Agreement by and among the Company, the Sponsor, Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP, dated December 5, 2023
104		Cover Page Interactive Data File-Embedded within the inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Date~~Dated: ~~December~~January 11, ~~2023~~2024

ALTITUDE ACQUISITION CORP.

/s/ Gary Teplis

Gary Teplis

Chief Executive Officer

Filing Compare · Altitude Acquisition Corp.